FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

SCOTT GREGORY J
2. Issuer Name and Ticker or Trading Symbol

New York & Company, Inc. [ NWY ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Executive Officer
(Last)          (First)          (Middle)

330 W. 34TH STREET, 9TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

6/29/2017
(Street)

NEW YORK, NY 10001
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Appreciation Rights   (1) $3.80   6/29/2017     D         700000      (2) 6/1/2020   Common Stock   700000   $0   0   D    
Stock Appreciation Rights   (1) $1.36   (3) 6/29/2017     A      294000         (4) 6/1/2020   Common Stock   294000   $0   294000   D    
Stock Appreciation Rights   (1) $6.17   6/29/2017     D         200000      (5) 2/15/2021   Common Stock   200000   $0   0   D    
Stock Appreciation Rights   (1) $1.36   (3) 6/29/2017     A      45283         (6) 2/15/2021   Common Stock   45283   $0   45283   D    
Stock Appreciation Rights   (1) $3.65   6/29/2017     D         200000      (7) 4/16/2022   Common Stock   200000   $0   0   D    
Stock Appreciation Rights   (1) $1.36   (3) 6/29/2017     A      101754         (8) 4/16/2022   Common Stock   101754   $0   101754   D    
Stock Appreciation Rights   (1) $5.32   6/29/2017     D         200000      (9) 8/26/2023   Common Stock   200000   $0   0   D    
Stock Appreciation Rights   (1) $1.36   (3) 6/29/2017     A      111864         (10) 8/26/2023   Common Stock   111864   $0   111864   D    
Stock Appreciation Rights   (1) $3.47   6/29/2017     D         100000      (11) 8/25/2024   Common Stock   100000   $0   0   D    
Stock Appreciation Rights   (1) $1.36   (3) 6/29/2017     A      44999         (12) 8/25/2024   Common Stock   44999   $0   44999   D    
Stock Appreciation Rights   (1) $2.6   6/29/2017     D         200000      (13) 8/25/2025   Common Stock   200000   $0   0   D    
Stock Appreciation Rights   (1) $1.36   (3) 6/29/2017     A      122580         (14) 8/25/2025   Common Stock   122580   $0   122580   D    

Explanation of Responses:
(1)  Each Stock Appreciation Right (SAR) represents the right to receive a payment measured by the increase in the fair market value of one share of common stock from the date of grant of the SAR to the date of exercise of the SAR. Upon exercise the SARs will be settled in stock.
(2)  Represents SARs cancelled pursuant to the Company's Stock Appreciation Right and Option Exchange Program as more fully described in the Schedule TO, filed with the Securities and Exchange Commission on June 1, 2017. The reporting person was previously awarded SARs which were exercisable as follows: 137,500 on June 1, 2011, 187,500 on June 1, 2012, 187,500 on June 1, 2013, and 187,500 on June 1, 2014.
(3)  In exchange for each cancelled award pursuant to the Company's Stock Appreciation Right and Option Exchange Program, the reporting person received a replacement award for a lesser number of SARs with an equal fair value and an exercise price equal to the closing price of the Company's common stock as reported on the New York Stock Exchange on June 29, 2017.
(4)  Represents Replacement SARs granted pursuant to the Company's Stock Appreciation Right and Option Exchange Program which all vest on June 29, 2018.
(5)  Represents SARs cancelled pursuant to the Company's Stock Appreciation Right and Option Exchange Program. The reporting person was previously awarded SARs which were exercisable as follows: 50,000 on February 15, 2012, 50,000 on February 15, 2013, 50,000 on February 15, 2014, and 50,000 on February 15, 2015.
(6)  Represents Replacement SARs granted pursuant to the Company's Stock Appreciation Right and Option Exchange Program which all vest on June 29, 2018.
(7)  Represents SARs cancelled pursuant to the Company's Stock Appreciation Right and Option Exchange Program. The reporting person was previously awarded SARs which were all exercisable on April 16, 2015.
(8)  Represents Replacement SARs granted pursuant to the Company's Stock Appreciation Right and Option Exchange Program which all vest on June 29, 2018.
(9)  Represents SARs cancelled pursuant to the Company's Stock Appreciation Right and Option Exchange Program. The reporting person was previously awarded SARs which were exercisable as follows: 50,000 on August 25, 2014, 50,000 on August 25, 2015 and 100,000 on August 25, 2016.
(10)  Represents Replacement SARs granted pursuant to the Company's Stock Appreciation Right and Option Exchange Program which all vest on June 29, 2018.
(11)  Represents SARs cancelled pursuant to the Company's Stock Appreciation Right and Option Exchange Program. The reporting person was previously awarded SARs which were exercisable as follows: 25,000 on August 25, 2015, 25,000 on August 25, 2016 and 50,000 on August 25, 2017.
(12)  Represents Replacement SARs granted pursuant to the Company's Stock Appreciation Right and Option Exchange Program which vest as follows: 22,501 on August 25, 2017 and 22,498 on June 29, 2018.
(13)  Represents SARs cancelled pursuant to the Company's Stock Appreciation Right and Option Exchange Program. The reporting person was previously awarded SARs which were exercisable as follows: 50,000 on August 25, 2016, 50,000 on August 25, 2017 and 100,000 on August 25, 2018.
(14)  Represents Replacement SARs granted pursuant to the Company's Stock Appreciation Right and Option Exchange Program which vest as follows: 30,645 on August 25, 2017, 30,645 on June 29, 2018 and 61,290 on August 25, 2018.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SCOTT GREGORY J
330 W. 34TH STREET
9TH FLOOR
NEW YORK, NY 10001
X
Chief Executive Officer

Signatures
Linda Gormezano, attorney-in-fact /s/ Linda Gormezano 7/14/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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